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Technology Stocks : Secure Computing - Integrated Network Security -- Ignore unavailable to you. Want to Upgrade?

To: caly who wrote (929)	8/18/2005 11:29:30 AM
From: caly	Respond to of 930

A year later, it goes the other way. Secure Computing to Acquire CyberGuard, Creating Leader in Unified Threat Management Market Thursday August 18, 8:00 am ET Transaction Expected to be Accretive in Second Full Quarter of Operations SAN JOSE, Calif. & BOCA RATON, Fla.--(BUSINESS WIRE)--Aug. 18, 2005-- Global Private Equity Investor Warburg Pincus to Invest $70 Million in Secure Computing Secure Computing Corporation (NASDAQ:SCUR - News), the experts in securing connections between people, applications and networks(TM), today announced that is has signed a definitive agreement to acquire all of the outstanding common stock of CyberGuard® Corporation (NASDAQ:CGFW - News), a global provider of security solutions that protect the business-critical information assets of Global 2000 enterprises and government organizations. Under the definitive agreement, Secure Computing will issue 0.5 shares of Secure Computing common stock and $2.73 in cash for each outstanding share of CyberGuard common stock. Secure Computing will distribute to CyberGuard shareholders approximately 16.5 million shares, which will represent approximately 28 percent of the outstanding stock of the combined company after the close of the transaction. Secure Computing also expects to assume all outstanding and unexercised options to purchase CyberGuard common stock which will be exercisable into approximately 3.2 million shares of Secure Computing common stock. Based on Secure Computing's closing price of $12.18 yesterday, the market value of the transaction is expected to be approximately $295 million on a fully diluted basis. Based on the average closing price for the 10 days ended August 16, 2005, for both companies, the offer represents a 16% premium to CyberGuard shareholders.